Current Report Filing (8-k)
July 06 2022 - 4:44PM
Edgar (US Regulatory)
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2022-06-30
2022-06-30
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 30, 2022
Twin
Vee PowerCats Co.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40623 |
|
27-1417610 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
3101
S. US-1
Ft. Pierce, Florida 34982
(Address
of principal executive offices)
(772) 429-2525
(Registrant’s
telephone number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
Common stock, par value
$0.001 per share |
|
VEEE |
|
The Nasdaq Stock Market
LLC
(Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Director
On June 30, 2022, Steven A. Shallcross, a member of
the Board of Directors (the “Board”) of Twin Vee PowerCats Co. (the “Company”), notified the Company of his decision
to resign, effective immediately, from his position as a member of the Board and related Committees. Mr. Shallcross did not advise the
Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
Mr. Shallcross was a Class III director of the Company
and also served as the Chairman of the Audit Committee of the Board, the Chairman of the Compensation Committee of the Board and as a
member of the Corporate Governance and Nominating Committee of the Board.
(c) Appointment of Director
On July 6, 2022, the Board appointed Kevin Schuyler
to serve as a Class III director of the Company. Mr. Schuyler was also appointed to serve as the Chairman of the Audit Committee of the
Board, the Chairman of the Compensation Committee of the Board and as a member of the Corporate Governance and Nominating Committee of
the Board.
Mr. Schuyler, age 53, currently serves as a senior
managing director at CornerStone Partners, a full-service institutional CIO and investment office located in Charlottesville, VA, with
approximately $10 billion under management. Prior to joining CornerStone Partners in 2006, he held various positions with McKinsey &
Company, Louis Dreyfus Corporation and The Nature Conservancy. Mr. Schuyler is the Vice Chairman of the board of directors and Lead Independent
Director of Adial Pharmaceuticals, Inc. (NASDAQ: ADIL), a clinical-stage biopharmaceutical company focused on developing therapies for
the treatment and prevention of addiction and related disorders, where he has served as a director since April 2016. Mr. Schuyler also
serves and committees of Sentara Martha Jefferson Hospital, the US Endowment for Forestry and Communities, and Stone Barns Center. He
is a member of the investment committee of the Margaret A. Cargill Philanthropies. Mr. Schuyler graduated with honors from Harvard College
and received his MBA from The Darden Graduate School of Business at the University of Virginia. He is a member of the Chartered Financial
Analyst Society of Washington, DC. The Company selected Mr. Schuyler to serve on its board of directors because he brings extensive knowledge
of the financial markets. Mr. Schuyler’s business background provides him with a broad understanding of the financial markets and
the financing opportunities available to our Company.
Mr. Schuyler will receive the standard compensation
available to the Company’s current non-employee directors, which is discussed in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022, which
includes the grant of options to purchase 5,500 shares of the Company’s common stock that
vest pro rata on a monthly basis over 12 months.
There are no
family relationships between Mr. Schuyler and any of the Company’s directors or executive officers, nor does Mr. Schuyler have any
direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than
as described above, there were no arrangements or understandings by which Mr. Schuyler was appointed as a member of the Board.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
|
Exhibit Description |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 6, 2022 |
Twin Vee Powercats Co.
(Registrant) |
|
|
|
By: |
|
/s/ Joseph Visconti |
|
Name: |
|
Joseph Visconti |
|
Title: |
|
Chief Executive Officer and President |
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